Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no representation as toits accuracy or completeness, and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of thisannouncement.
This announcement appears for information purposes only and is not intended to and does notconstitute, or form part of, any offer to purchase or subscribe for or an invitation to purchaseor subscribe for any securities of the Offeror or the Company or the solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of
the Company in any jurisdiction in contravention of applicable law. This announcement is not
for release, publication or distribution in or into any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.

IMAGE FRAME INVESTMENT (HK) LIMITEDLEYOU TECHNOLOGIES HOLDINGS LIMITED樂遊科技控股有限公司(Incorporated in Hong Kong with limited liability)(Incorporated in the Cayman Islands with limited liability)(Stock Code: 1089)

JOINT ANNOUNCEMENT(1) PROPOSED TAKE PRIVATE OFLEYOU TECHNOLOGIES HOLDINGS LIMITEDBY WAY OF A SCHEME OF ARRANGEMENTUNDER SECTION 86 OF THE COMPANIES LAW(2) PROPOSED WITHDRAWAL OF LISTING OF
LEYOU TECHNOLOGIES HOLDINGS LIMITED(3) RESULTS OF THE COURT MEETING AND THE EGM
AND(4) CLOSURE OF REGISTER OF MEMBERS
Financial Adviser to the Offeror

Financial Adviser to the Company

Independent Financial Adviser to the Independent Board Committee

1

RESULTS OF THE COURT MEETING AND EGM
The Court Meeting
At the Court Meeting held on Friday, 11 December 2020, the resolution to approve the
Scheme was approved by the Shareholders (comprising the Disinterested Shareholders)present and voting either in person or by proxy at the Court Meeting.
The EGMAt the EGM held on Friday, 11 December 2020, (i) the special resolution to approve thereduction of the issued share capital of the Company by cancelling and extinguishing the
Scheme Shares for the purpose of giving effect to the Scheme between the Company and the
Scheme Shareholders was approved; and (ii) the ordinary resolution to approve the increasein the issued share capital of the Company to its former amount, and authorise any one of
the Directors to do all acts and things considered by him/her to be necessary or desirable inconnection with the implementation of the Scheme and to apply to the Stock Exchange forthe withdrawal of the listing of the Shares was approved, in each case by the Shareholders
present and voting either in person or by proxy at the EGM.

CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining those Scheme Shareholders who are qualified forentitlements under the Scheme, the register of members of the Company will be closed from
Friday, 18 December 2020 onwards. No transfer of Shares will be effected as from suchdate.
Reference is made to the scheme document dated 11 November 2020 jointly issued by
Image Frame Investment (HK) Limited (the “Offeror”) and Leyou Technologies Holdings
Limited (the “Company”) in relation to, among other things, the proposed take private of
the Company by the Offeror by way of a scheme of arrangement under Section 86 of theCompanies Law, the proposed withdrawal of listing of the Company and the Option Offer (the“Scheme Document”). Unless otherwise defined, capitalised terms used in this announcement
shall have the same meanings as those defined in Scheme Document.

2

RESULTS OF THE COURT MEETINGThe Court Meeting was held at United Conference Centre, 10/F., United Centre, 95
Queensway, Admiralty, Hong Kong on Friday, 11 December 2020 at 10:00 a.m. Disinterested
Shareholders who were present either in person or by proxy were entitled to vote in respect of
all of their Shares.
In compliance with both Section 86 of the Companies Law and Rule 2.10 of the Takeovers
Code, the approval required to be obtained in respect of the Scheme at the Court Meeting
would be regarded as obtained if:(i)the Scheme was approved (by way of poll) by a majority in number of the Shareholders
representing not less than 75% in value of the Shares held by the Shareholders, present
and voting, either in person or by proxy at the Court Meeting;(ii)

the Scheme was approved (by way of poll) by the Disinterested Shareholders holding
at least 75% of the votes attaching to the Shares held by the Disinterested Shareholders
that are voted, either in person or by proxy, at the Court Meeting; and(iii) the number of votes cast (by way of poll) by the Disinterested Shareholders present
and voting, either in person or by proxy, at the Court Meeting against the resolution toapprove the Scheme at the Court Meeting was not more than 10% of the votes attaching
to all Shares held by all the Disinterested Shareholders.

3The poll results in respect of the resolution to approve the Scheme at the Court Meeting wereas follows:
Numbers of votes (approximate %)Number of the Shareholders who attended and voted inperson or by proxy

Total

For

Against8785

2(100%)(97.70%)(2.30%)

8785

2(100%)(97.70%)(2.30%)

2,636,343,866

2,636,338,846

5,020(100%)(99.99%)(0.01%)

2,636,343,866

2,636,338,846

5,020(100%)(99.99%)(0.01%)(Note)
Number of the Disinterested Shareholders who attended
and voted in person or by proxy(Note)
Number of Shares held by the Shareholders who were
present and voting in person or by proxy
Number of Shares held by the Disinterested Shareholders
who were present and voting in person or by proxy

Approximate percentage of the number of Shares voted by the Disinterested Shareholders

0.0002%

who attended and voted in person or by proxy against the Scheme (being 5,020 Shares) overthe number of votes attaching to all Shares held by all the Disinterested Shareholders (being
3,085,319,017 Shares)

Note: In accordance with the direction from the Grand Court, HKSCC Nominees Limited was able to cast votes
both for and against the Scheme in accordance with instructions received by it from CCASS Participants.
HKSCC Nominees Limited was treated as a “multi-headed member” of the Company for the purposesof calculating the number of members voting at the Court Meeting. Each CCASS Participant who
instructed HKSCC Nominees Limited to vote in favour of the Scheme was counted as a single memberof the Company voting in favour of the Scheme, and, if applicable, each such CCASS Participant who
instructed HKSCC Nominees Limited to vote against the Scheme was counted as a single member of theCompany voting against the Scheme. HKSCC Nominees Limited itself, as opposed to instructing CCASSParticipants, was not be counted as a member of the Company for the purpose of calculating the numberof members voting. A total number of 14 CCASS Participants holding 777,944,070 Shares voted in favourof the resolution to approve the Scheme and no CCASS Participant voted against the resolution to approve
the Scheme at the Court Meeting.

4

Accordingly,(1)

the resolution to approve the Scheme was duly passed (by way of poll) by a majority
in number of the Shareholders representing not less than 75% in value of the Shares
held by the Shareholders, present and voting, either in person or by proxy at the Court
Meeting;(2)

the resolution to approve the Scheme was duly passed (by way of poll) by theDisinterested Shareholders holding at least 75% of the votes attaching to the Shares heldby the Disinterested Shareholders that are voted, either in person or by proxy, at the
Court Meeting; and(3)

the number of votes cast (by way of poll) by the Disinterested Shareholders present
and voting, either in person or by proxy, at the Court Meeting against the resolution toapprove the Scheme at the Court Meeting was not more than 10% of the votes attaching
to all Shares held by all the Disinterested Shareholders.

Therefore, both Section 86 of the Companies Law and Rule 2.10 of the Takeovers Code havebeen complied with.
As at the date of the Court Meeting, the total number of Shares in issue was 3,085,319,017
Shares and the total number of Shares held by the Disinterested Shareholders was
3,085,319,017 Shares, representing 100% of the total number of issued Shares. As disclosed
in the Scheme Document, each member of BofA Securities group which is an exempt
principal trader is a Disinterested Shareholder but is not entitled to vote at the Court Meeting,
except in respect of the Shares held by it as a simple custodian for and on behalf of its nondiscretionary clients where such client (i) controls the voting rights attaching to such Shares;(ii) if the Shares are voted, gives instructions as to how such Shares are to be voted; and(iii) is not the Offeror nor a person acting in concert with it; and where the Executive has
confirmed that Rule 35.4 of the Takeovers Code does not apply to such Scheme Shares.
Accordingly, each member of BofA Securities group which is an exempt principal trader
did not exercise the voting rights attached to the Shares held in its name (other than thoseShares held by such exempt principal trader as a simple custodian for and on behalf of nondiscretionary clients who, to the extent it is aware having made reasonable enquiries, areentitled to vote at the Court Meeting and over which such exempt principal trader has no
voting discretion) in respect of the resolution to approve the Scheme at the Court Meeting.

5As at the date of this announcement, none of the Offeror and/or persons acting in concert
with it beneficially owned or controlled or had any interest in any Shares. For the purpose ofsatisfying Rule 2.10 of the Takeovers Code, save as disclosed, no Scheme Shareholders wererequired to abstain from voting at the Court Meeting in accordance with the Takeovers Codeor the Listing Rules, nor did any person indicate in the Scheme Document that he intended toabstain from voting on or vote against the Scheme at the Court Meeting. There were no Shares
entitling the Shareholders to attend and abstain from voting in favour of the Scheme pursuant
to Rule 13.40 of the Listing Rules.
Tricor Investor Services Limited acted as scrutineer for the vote-taking at the Court Meeting.

RESULTS OF THE EGM
The EGM was held at United Conference Centre, 10/F., United Centre, 95 Queensway,
Admiralty, Hong Kong on Friday, 11 December 2020 after the conclusion of the Court
Meeting for the purpose of considering and, if thought fit, passing the special and ordinary
resolutions set out in the notice of the EGM dated 11 November 2020.
The poll results in respect of the resolutions proposed at the EGM were as follows:
Number of votes (approximate %)Special resolution

1.

Total

For

AgainstTo approve the reduction of the issued share

2,636,343,991

2,636,338,971

5,020

capital of the Company by cancelling and(100.00%)(99.99%)(0.01%)

extinguishing the Scheme Shares for the purposeof giving effect to the Scheme between the
Company and the Scheme Shareholders.

6Number of votes (approximate %)Ordinary resolution

2.

To:
(A)

approve, subject to and forthwith upon
the reduction of capital taking effect,
the increase in the issued share capitalof the Company to its former amount by
issuing to Image Frame Investment (HK)
Limited the same number of shares as thenumber of Scheme Shares cancelled andextinguished;(B)approve the application of the credit
arising in the Company’s books of accountas a result of the capital reduction referred
to in paragraph (A) above in paying up in
full at par the new shares issued, credited
as fully paid, to Image Frame Investment(HK) Limited, and the authorisation of
the Directors to allot and issue the sameaccordingly;

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Total

For

Against2,636,343,991

2,636,338,971

5,020(100.00%)(99.99%)(0.01%)

Number of votes (approximate %)Ordinary resolution

(C)

Total

For

Againstauthorise any one of the Directors to do all

2,636,343,991

2,636,338,971

5,020

acts and things considered by him/her to be(100.00%)(99.99%)(0.01%)

necessary or desirable in connection with
the implementation of the Scheme, including(without limitation) the giving of consent
to any modification of, or addition to, theScheme, which the Grand Court may see fit
to impose;(D)authorise any one of the Directors to apply
to the Stock Exchange for the withdrawalof the listing of the Shares.

Accordingly,(1)

the special resolution to approve and give effect to the reduction of the issued sharecapital of the Company by cancelling and extinguishing the Scheme Shares forthe purpose of giving effect to the Scheme between the Company and the Scheme
Shareholders was duly passed by not less than 75% of the votes cast by the Shareholders
present and voting in person or by proxy, at the EGM; and(2)the ordinary resolution to:(A) approve, subject to and forthwith upon the reduction of capital taking effect, theincrease in the issued share capital of the Company to its former amount by issuing
to Image Frame Investment (HK) Limited the same number of shares as the numberof Scheme Shares cancelled and extinguished;

8

(B) approve the application of the credit arising in the Company’s books of account asa result of the capital reduction referred to in paragraph (A) above in paying up in
full at par the new shares issued, credited as fully paid, to Image Frame Investment(HK) Limited, and the authorisation of the Directors to allot and issue the sameaccordingly;(C) authorise any one of the Directors to do all acts and things considered by him/her
to be necessary or desirable in connection with the implementation of the Scheme,
including (without limitation) the giving of consent to any modification of, oraddition to, the Scheme, which the Grand Court may see fit to impose;(D) authorise any one of the Directors to apply to the Stock Exchange for thewithdrawal of the listing of the Shares,
was duly passed by more than 50% of the votes cast in favour of the ordinary resolution
by the Shareholders present and voting either in person or by proxy, at the EGM.
The total number of Shares entitling the Shareholders to attend and vote on each of the special
resolution and the ordinary resolution above was 3,085,319,017 Shares. There were no Shares
entitling the Shareholders to attend and abstain from voting in favour of each such resolution
pursuant to Rule 13.40 of the Listing Rules. No Shareholders were required to abstain fromvoting on each of the special resolutions and the ordinary resolution above at the EGM, nor
did any person indicate in the Scheme Document that he intended to abstain from voting on orvote against such resolutions at the EGM.
Tricor Investor Services Limited acted as scrutineer for the vote-taking at the EGM.

9

CLOSURE OF REGISTER OF MEMBERS
Assuming that the Scheme Record Date falls on Monday, 21 December 2020, it is proposedthat the register of members of the Company will be closed from Friday, 18 December 2020
(or such other date as Shareholders may be notified by an announcement) onwards in order todetermine entitlements to qualify under the Scheme. No transfer of Shares will be effected asfrom such date. In order to qualify for entitlements under the Scheme, Scheme Shareholders
should ensure that the transfers of Shares to them are lodged with the Hong Kong branchshare registrar of the Company, Tricor Investor Services Limited, at Level 54, HopewellCentre, 183 Queen’s Road East, Hong Kong for registration in their names or in the names of
their nominees no later than 4:30 p.m. (Hong Kong time) on Thursday, 17 December 2020.
Payment of the Cancellation Price to Scheme Shareholders
Subject to the Scheme becoming effective, the Cancellation Price will be paid to the Scheme
Shareholders whose names appear in the register of members of the Company on the Scheme
Record Date as soon as possible but in any event within seven (7) Business Days following
the Effective Date. On the basis that the Scheme becomes effective on Monday, 21 December
2020 (Cayman Islands time), the cheques for the payment of the Cancellation Price are
expected to be despatched on or before Thursday, 31 December 2020. Cheques for thepayment of the Cancellation Price will be sent by ordinary post in postage pre-paid envelopes
addressed to the persons entitled thereto at their respective registered addresses or, in the caseof joint holders, to the registered address of that joint holder whose name then stands first in
the register of members of the Company in respect of the joint holding. All such cheques will
be posted at the risk of the persons entitled thereto and none of the Offeror, the Company,
BofA Securities and their respective directors, employees, officers, agents, advisers,
associates and affiliates and any other persons involved in the Proposal will be responsible
for any loss or delay in transmission. For details of the payment of the Cancellation Price to
Scheme Shareholders, please refer to the paragraph headed “19. Registration and Payment” inthe Explanatory Memorandum in Part VII of the Scheme Document.

10

Payment in respect of the Option Offer Price to Optionholders
As the implementation of the Option Offer is conditional upon the Scheme becoming effective
only, the Option Offer will become unconditional immediately upon the Scheme becoming
effective and prior to the listing of the Shares being withdrawn from the Stock Exchange.
On the basis that the Scheme becomes effective, cheque for payment of the Option Offer
Price payable under the Option Offer are expected to be despatched as soon as possible
but in any event within seven (7) Business Days following the Effective Date or receipt of
the relevant validly completed Form of Acceptance, whichever is the later. Payment will
be made by cheque drawn in the name of Computershare Hong Kong Investor Services
Limited (“Computershare”) as the Optionholder’s agent and delivered to Computershareat its registered office. Optionholders should refer to the Option Offer Letter and the Formof Acceptance for further details of the election. All such cheques will be despatched at therisk of the person(s) entitled thereto and none of the Offeror, the Company, BofA Securities
and their respective directors, employees, officers, agents, advisers, associates and affiliates
and any other persons involved in the Proposal will be responsible for any loss or delay indespatch. For details of the payment in respect of the Option Offer Price to Optionholders,please refer to the paragraph headed “19. Registration and Payment” in the Explanatory
Memorandum in Part VII of the Scheme Document.

PROPOSED WITHDRAWAL OF LISTING OF THE SHARESThe Company has applied to the Stock Exchange for, and the Stock Exchange has approved
the withdrawal of the listing of the Shares on the Stock Exchange in accordance with Rule6.15(2) of the Listing Rules, with effect from 9:00 a.m. on Wednesday, 23 December 2020,
subject to the Scheme becoming effective.

11

EXPECTED TIMETABLE
Shareholders should note that the expected timetable set out below is indicative only andis subject to change. Further announcement(s) will be made if there is any change to the
expected timetable below.
Hong Kong time(unless otherwise stated)
Expected last day for trading in the Shares on
the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday,
14 December 2020
Latest Option Exercise Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . .2:30 p.m. on Thursday,
17 December 2020
Latest time for lodging transfers of Sharesin order to qualify for entitlements
under the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Thursday,
17 December 2020
Register of members of the Company closed
for determining entitlements to qualify
under the Scheme (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Friday,
18 December 2020 onwards
Court hearing of the petition to sanction
the Scheme and to confirm the capital reduction . . . . . . . . . . . . . Friday, 18 December 2020
(Cayman Islands time)
Announcement of the results of the court hearing of thepetition to sanction the Scheme and to confirm
the capital reduction, the expected Effective Dateand the expected date of withdrawal of listing of
Shares on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 December 2020

12

Hong Kong time(unless otherwise stated)
Scheme Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 December 2020
Effective Date (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 December 2020
(Cayman Islands time)
Announcement of the Effective Date andthe withdrawal of the listing of the Shares on
the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . before 8:30 a.m. on Tuesday,
22 December 2020
Expected withdrawal of the listing of
Shares on the Stock Exchange becomes effective (Note 4) . . . . . . 9:00 a.m. on Wednesday,
23 December 2020
Latest time to despatch cheques for cash payment
under the Scheme (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 31 December 2020
Option Record Date (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 5 January 2021
Latest time and date to accept the Option Offer . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday,
5 January 2021
Announcement of results of the Option Offer . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m.
on Tuesday, 5 January 2021
Latest time to despatch cheque for cash payment
under the Option Offer (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 14 January 2021
Lapse of all Options (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 21 January 2021
Notes:(1)

If Optionholders wish to qualify for entitlements under the Scheme, they must exercise their Options andlodge their notices of exercise before the time specified above on the Latest Option Exercise Date and,subject to the customary process for allotment and issue of Shares by the Company, become registeredholders of Shares by the time of the Scheme Record Date.

13

(2)

The register of members of the Company will be closed as from such time and on such date for the
purpose of determining Scheme Shareholders who are qualified for entitlements under the Scheme.

(3)

The Scheme shall become effective upon all the Conditions set out in the paragraph headed “4. Conditionsof the Proposal and the Scheme” in Part VII – Explanatory Memorandum of the Scheme Document having
been fulfilled or (to the extent permitted) waived (as the case may be).

(4)

If the Proposal becomes unconditional and the Scheme becomes effective, it is expected that the listing of
the Shares on the Stock Exchange will be withdrawn at or before 9:00 a.m. on Wednesday, 23 December
2020.

(5)

Cheques for cash payment under the Scheme will be despatched by post within seven (7) Business Days
from the Effective Date.

(6)

Forms of Acceptance, duly completed in accordance with the instructions on them, must be lodged with
the Offeror, care of Leyou Technologies Holdings Limited at Suite 3201, Tower Two, Lippo Centre, 89
Queensway, Admiralty, Hong Kong, for the attention of the Company Secretary of the Company andmarked “Leyou Technologies Holdings Limited – Option Offer” by no later than 4:30 p.m. (Hong Kongtime) on Tuesday, 5 January 2021 (or such later date and time as may be notified to the Optionholders by
the Offeror, BofA Securities and the Company or by way of joint announcement by the Offeror and theCompany on the website of the Stock Exchange).

(7)

Cheques for cash payment under the Option Offer in respect of validly completed Forms of Acceptancereceived before 4:30 p.m. on Tuesday, 5 January 2021 will be despatched by post within seven (7)Business Days following the Effective Date or receipt of such validly completed Forms of Acceptance,
whichever is the later.

(8)

Pursuant to the terms of the Share Option Scheme, all Options shall lapse automatically and not be
exercisable at the expiry of one calendar month after the Effective Date.

All references to times and dates in this announcement are references to Hong Kong times anddates, unless otherwise stated.

14

GENERAL
Immediately before 20 September 2019 (being the commencement date of the Offer Period)
and as at the date of this announcement, none of the Offeror, its directors and/or persons
acting in concert with it owned or controlled or had any interest in any Shares, Options,convertible securities, warrants or options or any derivatives in respect of such securities.
None of the Offeror and persons acting in concert with it had acquired or agreed to acquire
any Shares or any convertible securities, warrants, options, or derivatives in respect of the
Shares during the Offer Period. As at the date of this announcement, neither the Offeror nor
any persons acting in concert with it (excluding BofA Securities group entities that are exempt
principal traders or exempt fund managers) had borrowed or lent any relevant securities (asdefined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

WARNING
Shareholders and/or potential investors should be aware that the implementation of the
Proposal will only become effective upon all of the Conditions being satisfied or validly
waived (as applicable) and thus the Proposal and the Scheme may or may not become
effective. Shareholders and/or potential investors should therefore exercise caution when
dealing in Shares. Persons who are in doubt as to the action they should take should
consult their stockbroker, bank manager, solicitor or other professional adviser.
By Order of the board
Image Frame Investment (HK) Limited
Ma Huateng
Director

By Order of the Board
Leyou Technologies Holdings Limited
Xu Yiran
ChairmanHong Kong, 11 December 202015

As at the date of this announcement, the directors of the Offeror are Mr. Ma Huateng and Mr.
Charles St Leger Searle, who jointly and severally accept full responsibility for the accuracyof the information contained in this announcement (other than that relating to the Group) andconfirm, having made all reasonable enquiries, that to the best of their knowledge, opinions
expressed in this announcement (other than those expressed by the Directors) have been
arrived at after due and careful consideration and there are no other facts not contained inthis announcement, the omission of which would make any statement in this announcement
misleading.
As at the date of this announcement, the Directors are Mr. Xu Yiran (Chairman and Chief
Executive Officer), Mr. Li Yang (Deputy Chairman), Dr. Alan Chen (Chief Operating Officer),
Mr. Gu Zhenghao, and Mr. Cao Bo as executive Directors, Mr. Eric Todd as non-executive
Director, and Mr. Hu Chung Ming, Mr. Chan Chi Yuen and Mr. Kwan Ngai Kit as independent
non-executive Directors.
The Directors jointly and severally accept full responsibility for the accuracy of information
contained in this announcement in relation to the Group and confirm, having made allreasonable inquiries, that to the best of their knowledge, opinions expressed in thisannouncement by the Directors have been arrived at after due and careful consideration andthere are no other facts not contained in this announcement, the omission of which would
make any statement in the announcement misleading.

16